November 6, 2000
i-Track, Inc.
44990 Heydenreich
Clinton Township, Michigan 48038
Gentlemen:
As counsel for your company, we have reviewed your Articles of Incorporation,
Bylaws, and such other corporate records, documents, and proceedings and such
questions of law as we have deemed relevant for the purpose of this opinion.
We have also examined the Registration Statement of your company on Form SB-1
which was transmitted for filing with the Securities and Exchange Commission
(the "Commission") on November 6, 2000, covering the registration under the
Securities Act of 1933, as amended, of the following:
(a) 2,500,000 shares of Common Stock to be sold to the public by the
Company or pursuant to the terms of a Selling Agent Agreement;
(b) 2,500,000 Common Stock Purchase Warrants (the "Warrants") to be sold to
the public by the Company or pursuant to the terms of a Selling Agent
Agreement; and
(c) 2,500,000 shares of Common Stock issuable upon exercise of the
Warrants,
including the exhibits and form of prospectus (the "Prospectus") filed
therewith.
On the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada with all requisite
corporate power and authority to own, lease, license, and use its
properties and assets and to carry on the businesses in which it is now
engaged.
2. The Company has an authorized capitalization as set forth in the
Prospectus.
3. The shares of Common Stock of the Company to be issued are validly
authorized and, when the pertinent provisions of the Securities Act of
1933 and such "blue sky" and securities laws as may be applicable have
been complied with, such shares will be validly issued, fully paid, and
nonassessable.
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i-Track, Inc.
November 6, 2000
Page 2
4. The Warrants have been duly authorized and, when (a) the pertinent
provisions of the Securities Act of 1933 and of such "blue sky" and
securities laws as may be applicable have been complied with, (b) the
Warrants have been executed and authenticated in the manner set forth
in the Warrant Agreement, and (c) the Warrants have been issued and
delivered in the manner set forth in the Prospectus, the Warrants will
have been validly executed, authenticated, issued, and delivered, will
constitute the legal, valid, and binding obligations of the Company,
will (subject to applicable bankruptcy, insolvency, and other laws
affecting the enforceability of creditors' rights generally) be
enforceable as to the Company in accordance with their terms and the
terms of the Warrant Agreement, and will be entitled to the benefits
provided by the Warrant Agreement.
5. The shares of Common Stock of the Company to be issued upon the
exercise of the Warrants are validly authorized and, assuming (a) the
shares of Common Stock so issuable will be validly authorized on the
dates of exercise, (b) on the dates of exercise, the Warrants will have
been duly executed, authenticated, issued, and delivered, the Warrant
Agreement will have been duly executed and delivered, the Warrants and
the Warrant Agreement will constitute the legal, valid, and binding
obligations of the Company, the Warrants and the Warrant Agreement will
(subject to applicable bankruptcy, insolvency, and other laws affecting
the enforceability of creditors' right generally) be enforceable as to
the Company in accordance with their terms and the terms of the Warrant
Agreement (in the case of the Warrants) and in accordance with its
terms (in the case of the Warrant Agreement), and the Warrants will be
entitled to the benefits provided by the Warrant Agreement, and (c) no
change occurs in the applicable law or the pertinent facts, when (d)
the pertinent provisions of such "blue sky" and securities laws as may
be applicable have been complied with and (e) the Warrants are
exercised in accordance with their terms and the terms of the Warrant
Agreement, the shares of Common Stock so issuable will be validly
issued, fully paid, and nonassessable.
We hereby consent to the use of our name in the Registration Statement and
Prospectus in the section captioned "Legal Matters," and we also consent to the
filing of this opinion as an exhibit thereto. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Dill Dill Carr Stonbraker &
Hutchings, P.C.
DILL DILL CARR STONBRAKER
& HUTCHINGS, P.C.
